SEC Form 4 · accession 0001127602-15-021925
GOOGLE INC. · GOOG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Omid Kordestani
Officer — SVP, Chief Business Officer
Period of report
Jul 1, 2015
Accepted (ET)
Jul 1, 2015 · 8:25 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001288776
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class C Capital StockF1 | Jul 1, 2015 | S | 3,175 | $522.707 | D | 20,782 | D | |
| Class C Capital StockF2 | Jul 1, 2015 | S | 1,139 | $523.6912 | D | 19,643 | D | |
| Class C Google Stock UnitF3 | holding | — | — | — | 108,282 | D | ||
| Class C Google Stock UnitF4 | holding | — | — | — | 90,236 | D | ||
| Class A Common Stock | holding | — | — | — | 19,643 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option to Purchase Class C Capital StockF5,F6 | $153.98 | holding | — | — | — | — | Mar 1, 2017 | Class C Capital Stock | 12,789 | 12,789 | D |
| Option To Purchase Class A Common StockF5,F6 | $154.59 | holding | — | — | — | — | Mar 1, 2017 | Class A Common Stock | 12,789 | 12,789 | D |
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $522.21 to $523.20, inclusive.The Reporting Person undertakes to provide to any security holder of Google Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1) and (2) to this Form 4.
- F2The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $523.25 to $524.24, inclusive.
- F3The Class C Google Stock Units ("GSUs") entitle the Reporting Person to receive one share of Google Inc.'s Class C Capital Stock for each share underlying the GSU as the GSU vests. 100% of the GSUs will vest on April 25, 2018, subject to continued employment with Google on such date.
- F4The Class C Google Stock Units ("GSUs") entitle the Reporting Person to receive one share of Google Inc.'s Class C Capital Stock for each share underlying the GSU as the GSU vests. The GSUs vest as follows: 1/13th of the GSUs shall vest every three months starting December 25, 2014, subject to continued employment with Google on such vesting dates.
- F5On January 29, 2014, Google Inc. declared a stock dividend, as a result of which all holders of record of Class A Common Stock on March 27, 2014 received on April 2, 2014 one share of Class C Capital Stock for each share of Class A Common Stock outstanding (the "Stock Dividend"). This option was previously outstanding as an option for 12,789 shares of Class A Common Stock at an exercise price of $308.57 per share, but was adjusted to reflect the Stock Dividend. As a result of adjustment, the option now entitles the Reporting Person to exercise a portion of the option for 12,789 shares of Class C Capital Stock, and the exercise price has been adjusted so that the portion of the option covering Class A Common Stock now has an exercise price of $154.59 and the portion of the option covering Class C Capital Stock has an exercise price of $153.98 per share.
- F6The option is fully vested.
Remarks
All transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 Trading Plan adopted by the Reporting Person.